Icelandair Group hf. - Notice to convene extr.general meeting

AGM 23 March 2012 - Final Agenda and Proposals

ICELANDAIR GROUP HF. - ANNUAL GENERAL MEETING 23 MARCH 2012

Icelandair Hotel Reykjavik Natura at 4.30 pm

Agenda

  1. The Board of Director's report on the Company's operations in the past year
     shall be presented
  2. Confirmation of annual accounts and decision on the handling of profit or
     loss of the financial year
  3. Proposed changes to the Articles of Association
  4. Decision on payments to board members
  5. Proposals of the Board of Directors regarding the remuneration policy
  6. Election of the Board of Directors
  7. Election of auditor
  8. Authorization to purchase treasury shares
  9. Any other lawfully submitted business

Proposals

  1. Annual Accounts (Item 2)

The Board of Directors proposes to the Annual General Meeting that the Annual
Accounts of the company for 2011 will be approved. 

  1. Dividends payments (Item 2)

According to the dividend policy of the Company the goal is to pay 20-40% of
each year's net profit as dividend. The total comprehensive income for the year
2011 was ISK 3.934 million. The Board of Directors proposes to the Annual
General Meeting that dividend payments in the amount of ISK 800 million will be
made to the shareholders, which is 20,3% of the total comprehensive income and
16% of the share capital. 

  1. Proposed changes to the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the
following changes will be made to the Articles of Association of the Company: 

  -- The following will be removed from the first sentence of article 5.1: “and
     3 men for as reserve directors”. The changes shall become effective
     immediately.
  -- The following will replace article 15.1:

The Board of Directors of the Company is authorized to increase the share
capital of the Company in the following manner: 

  1. The share capital of the Company may be increased by up to ISK 500.000.000
     nominal value with subscription of new shares.
  2. This authorization is valid until 1 March 2013.
  3. The subscription rate shall be decided with by means of invitation to
     tender new shares.
  4. The shareholders shall not have priority rights to subscribe to new shares.
  5. The Board of Directors shall lay down further rules relating to respite for
     subscription and payments for shares.

  1. Remuneration to Board Members (Item 4)

The Board of Directors proposes to the Annual General Meeting that Each Board
Member will receive ISK 250,000 per month, the Chairman will receive ISK
500,000 per month and Deputy Chairman will receive 375,000. 

  1. Remuneration Policy (Item 5)

The Board of Directors proposes to the Annual General Meeting that the
following Remuneration Policy will be approved. 

  1. Auditors (Item 7)

The Board of Directors proposes to the Annual General Meeting that KPMG hf.
will be the company's auditors and that Alexander Edvardsson and Gudny Helga
Gudmundsdottir will audit the company on behalf of KPMG. 

  1. Purchase of treasury shares (Item 8)

The Board of Directors proposes to the Annual General Meeting that the company
will be authorized to purchase up to 10% treasury shares, with reference to
Article 55 in Act No. 2/1995, within the next five years. The last spot market
rate at the end of the day before the acquisition shall be used as reference.

Attachments:

IG_remuneration_policy.pdf